This Service Agreement contains the description, regulations, and rates applicable to interstate and international telecommunications Service offered by Quick Communications, Inc., d/b/a Quick Connect USA with principal offices at 5850 Dixie Highway, Clarkston, Michigan 48346.

Section I

Price List 1

1.1 General Description
The Company operates as a switch-based Reseller or a switchless Reseller depending on the availability of switching facilities. Unless specifically limited in this Service Agreement, calls may originate in the United States and the Extended Area and terminate in the United States, the Extended Area, Guam, and the Northern Mariana Islands. The Company does not offer interstate calling to Northern Mariana, Wake, or Midway Islands. Calls to the U.S. territory of American Samoa are billed at international rates.

1.2 Basic Interstate Service
Basic Interstate Service is available to Customers who subscribe to the Service pursuant to Section II: 1.7 of the Service Agreement. Calls are billed with an initial period of forty eight (48) seconds (effective March 1, 2005) and additional periods of six (6) seconds.
The Rate per minute is $0.10.

1.3 Bundled Residential Interstate Service, Michigan, Wisconsin, Illinois.
Bundled Interstate Service is available to Customers who subscribe to the Service pursuant to Section II: 1.7 of the Service Agreement, subscribe to one on the Company's Local Services, and agrees to be billed via Credit Card. Calls are billed with an initial period of forty eight(48) seconds (effective March 1, 2005) and additional periods of six (6) seconds. For Residential Customers the rate per minute is $0.0690. Effective September 17, 2010 the initial period shall be 60 seconds and the per minute rate is $0.0790.

1.4 Bundled Business Interstate Service, Michigan, Wisconsin, Illinois.
(a) Bundled Interstate Service is available to Customers who subscribe the True Rates plan and to the Service pursuant to Section 6.7 of the Service Agreement, subscribe to one on the Company's Local Services, and agrees to be billed via Credit Card. For Business Customers the domestic USA toll rate is $0.599 per minute. Calls are billed with an initial period of forty eight (48) seconds (effective March 1, 2005) and additional periods of six (6) seconds. For Customers that pay by other than credit, debit cards or EFT the rate per minute is $0.0590. Effective September 17, 2010 the initial period shall be 60 seconds and the per minute rate is $0.0690.
(b) Effective March 1, 2003, for Business Customers who subscribe to the True Value plan and agree to pay a toll service buy down service charge (TSC) of $5.65 per line, per month, the rate is $0.039 and for a TSC charge of $8.65 per line per month, the rate is $0.029. The company may waive the PICC fee associated with this plan, as an incentive for the customer to sign a term contract of at least one year so that he sale is made with out the sales person having to return at a later date.
(c) Effective April 15, 2003, for Business Customers who subscribe to the "True Rates" plan and agree to pay a toll service buy down service charge (TSC) of $10 per month per account (not individual lines) the rate is $0.049, however Quick will waive this $10 fee for any customer that follows our instructions on our contracts to read this document and asks for the $10 fee to be waived; TSC of $50 per account per month, the rate is $0.045; and TSC of $100 per month, the rate is $0.039.

2.0 International Service, USA all states.
International Service is available to Customers who subscribe to the Service pursuant to Section II: 1.7 of the Service Agreement. Calls are billed with an initial period of one (1) minute and additional periods of one minute. Service is offered subject to the availability of facilities, equipment, or systems, the Company's ability to fulfill the request for Service and the provisions of this Price List and the Company's Service Agreement. Services offered in this Price List are available in all states where the Company has obtained the regulatory approvals to operate. Service is not offered where operating conditions do not permit. The Company reserves the right, without incurring liability, to refuse to provide Service, to or from any location where the necessary facilities, equipment, systems, billing agreements, and/or switch software are not available. Certain factors may limit the availability of the International calling capability. They are (a) transmission and/or atmospheric conditions, (b) calls to a foreign country or area, or (c) calls routed through a foreign country or area. Service is subject to such restrictions as may be enforced from time-to-time by the authorities in that country or area.

2.1 International Rates

Provided Alphabetically: International Rates

3.1 Description of Interstate Directory Assistance Service.
Interstate Directory Assistance involves the supplying of assistance in determining or attempting to determine telephone numbers outside of the originating state. Person-to-Person and collect calls to directory assistance are not permitted.

3.2 Availability of Service
Directory Assistance is available to any Customer that has access to the directory assistance bureau of the DUC.

3.3 Charges
The Directory Assistance Charge is $1.99 per call

4.0 Calling Card Service
Calling Card Service is available to Customers that subscribe to one on the company's Interstate services and make payments via a credit card. Calls are timed in one (1) minute increments. Customers access the network by dialing a universal toll free number plus a calling code and the called telephone number. To limit the Customers exposure and to control fraud, Calling Card Service is prepaid. When the Calling Card is exhausted, the next call will go to the Company's Customer Service Department and the Customer will have the opportunity to refresh the balance.

4.1 Interstate Calls
The rate is $0.86 for the first minute and $0.29 for each additional minute of fraction thereof (effective March 1, 2005).

4.2 International Calls
The rate per minute is the same as Section 2.2 of this Price List plus an additional $0.25 per call.

5.0 Miscellaneous Charges

5.1 Payphone Surcharge
Pursuant to the FCC's Order in CC Docket 96-128, this surcharge applies only to dial-around calls, i.e., calls originating using a carrier's access code, a subscriber's 800 and other toll-free numbers and debit card calls, from payphone instruments. This surcharge does not apply for 0+ call for which the payphone provider would otherwise receive compensation. The Customer shall pay the Company a per call surcharge of $0.79 per call for all such traffic (effective March 1, 2005).

5.2 Return Check Charge
If a Customer's check is returned by the bank, the Company may charge the Customer a return check charge. The amount of the return check charge is $25.00.

5.3 USF Charge
Customers will be assessed a monthly USF Charge which is equal to 9.0% of the Customer's total net interstate retail charges (including usage, non-usage, and PICC) after the application of all other discounts and credits. USF charges are neither contributory to or eligible to receive discounts or are eligible to contribute to meeting minimum monthly usage requirements. Due to a 1.8% increase in this charge effective April 1, 2003 this charge is increased to 10.8% effective with the company's April 25, 2003 billing cycle and 12.8% effective on Oct 1, 2004 and effective April 1, 2005 13.9%.

A Customer will not be required to pay the USF charges if it demonstrates to the Company's reasonable satisfaction that the Customer is acquiring the Company's Service for resale, i.e. not for its own internal use.

5.4 Transit Recovery Fee (TRF)
Customers will be assessed a monthly TRF charge of 45 cents per line to offset certain ILC charges for UNE originating switching usage (if any), ULS-ST (UNE shared transport) blended transport usage, and UNE SS7 signaling charges apply for calls to and from wireless carriers and other entities for which the company has no ability to bill directly and effective April 1, 2005, 65 cents per line and effective June 1, 2005, 95 cents per line.

5.5 Service Over Dedicated Circuits
The company buys such circuits (DS-1)  from the incumbent local exchange carrier, such as SBC at cost based rates approved by the state public service commission.  In the event that the customer takes service over a dedicated circuit such as a DS-1, the customer is responsible for any increase in the wholesale cost of same, as approved by the relevant public service commission, or the FCC if the FCC issues an order that causes or allows the incumbent LEC raise such wholesale rates following the provision of service by Quick.

5.6 FCC Order Recovery Fee or GORE (Government Ordered Rip Fee)
This fee is for Quick to recover a FCC cost increase of $1.00 per line the FCC authorized SBC to bill its competetors, effective March 11, 2005 and is similary effective March 11, 2005.

Section II

General Terms And Conditions

1.1 Undertakings of the Company
The Company shall not be deemed to have waived or impaired any right, power, requirement or option reserved by this Service Agreement (including, without limitation, the right to demand exact compliance with every term and condition herein), by virtue of any custom or practice of the Company at variance with the terms hereof, or any failure, refusal or neglect of Company to exercise any right under this Service Agreement or to insist upon exact compliance with its terms, or any waiver, forbearance, delay, failure or omission by Company to exercise any right, power or option hereunder.

1.1.1 Initial and continuing Services are offered subject to the availability of facilities and/or equipment from the Company, the DUC, the LEC, or the CLEC, the Company's ability to provision the order at the time the Applicant or Customer orders Service, and the provisions of this Service Agreement. Without incurring liability, the Company may refuse to provide Service, to or from any location where the necessary facilities, equipment, systems, and/or switch software are not available. The Company operates as a switch-based Reseller or a switchless Reseller depending on the availability of switching facilities. Unless specifically limited in this Price List, calls may originate in the United States and the Extended Area and terminate in the United States. The Company does not offer interstate calling to Northern Mariana, Wake, or Midway Islands. Calls to the U.S. territory of American Samoa are billed at international rates.

1.2 Limitations Of Services

1.2.1 Initial and continuing Services are offered subject to the availability of facilities and/or equipment from the Company, the DUC, the LEC, or the CLEC, the Company's ability to provision the order at the time the Applicant or Customer orders Service, and the provisions of this Service Agreement. Without incurring liability, the Company may refuse to provide Service, to or from any location where the necessary facilities, equipment, systems, and/or switch software are not available.

1.2.2 All Services provided according to this Service Agreement are interstate and International Services.

1.2.3 The Company reserves the right to discontinue offering Services without liability, or to limit the use of Services when necessitated by conditions beyond the Company's control, or when the Customer or End User is using Services in violation of the law or of the provisions of this Service Agreement.

1.2.4 Service begins on the date that billing becomes effective and is provided on the basis of a minimum period of at least one month, twenty four (24) hours per day. For the purposes of computing charges in this Service Agreement, a month is considered to have thirty (30) days.

1.2.5 Service will be provided until canceled by the Customer on not less than thirty (30) days' written notice from the date of postmark on the letter giving notice of cancellation.

1.2.6 Customer will not use the Company name or any service mark or trademark of the Company or refer to the Company in connection with any product, equipment, promotion or promotional material, or publication, contracts, or bills, etc. of the Customer without the express prior written approval of the Company.

1.2.7 Services are furnished subject to the condition that there will be no abuse or fraudulent use of the Services. Abuse or fraudulent use of Services includes, but is not limited to:

(A) Service that is used by the Customer or End User to frighten, abuse, torment, or harass another; or
(B) Service that is used by the Customer or End User in a manner which interferes with the use of Service by one or more other Customers; or
(C) Service that is used by the Customer or End User to place calls by means of illegal equipment, service, or device; or
(D) Service that is used by the Customer or End User to transmit a message or to locate a person or otherwise to give or obtain information, without payment of the applicable charge.

1.2.8 The Customer may not use Services provided under this Service Agreement for any unlawful purpose.

1.2.9 Any business Applicant or Business Customer is entitled to obtain Service under this Service Agreement, provided that the Company reserves the right to deny Service to any Customer that, in the Company's reasonable opinion, presents an undue risk of nonpayment and refuses to comply with the deposit requirements set forth herein.

1.2.10 The Company, when acting at the Customer's request and, as its authorized agent, will make reasonable efforts to arrange for service requirements such as special routing, Route Diversity, Alternate Access, or Circuit conditioning.

1.2.11 To control non-payment and fraud, Service may be discontinued by the Company without incurring liability by Blocking all traffic or by Blocking traffic to or from certain NPA-NXXs, certain countries, cities, or individual telephone stations for any Service offered under this Service Agreement. Service will be restored as soon as it can be provided without undue risk, and only after accounts have been brought current.

1.2.12 The availability of 800/888 numbers from the Company is limited by the Company's ability to obtain 800/888 numbers from the RESP ORG.

If an 800 number is not available, the Company will not obtain an 800/888 number.

1.2.13 The Company will accept a Customer's or Applicant's request for a particular 800/888 telephone number. The Company will accommodate such requests to the extent possible. No guarantee of the assignment of the 800/888 number will be made prior to the initiation of Service to the Customer. Assignment of the 800/888 telephone number to the Customer does not provide the Customer with any ownership interest or proprietary right in that number. However, the Customer does have a controlling interest in its active 800/888 number. If the Company learns that an Applicant is attempting to sell, barter, trade, or otherwise transfer an 800/888 number to another person, the Company may refuse to establish Service. If the Company learns that a Customer is attempting to sell, barter, trade, or otherwise transfer an 800/888 number to another person, the Company may, upon written notice, discontinue Service.

1.2.14 Prior written permission from the Company and approval pursuant to Section 1.11 of this Service Agreement are required before Customers may assign or transfer any Service. All regulations and conditions contained in this Service Agreement and all other applicable Service conditions will apply to all such permitted assignees or transferees.

1.2.15 The Company reserves the right to add, change, or delete Services and/or DUC's at any time.

1.2.16 Recording of telephone conversations provided pursuant to the Company's Service under this Service Agreement is prohibited except as authorized by applicable federal, state, and local laws.

1.2.17 Unless the availability of a specific Service, Optional Calling Plan, or promotional offering limits the availability to a specific state, group of states, area code, LATA, NPA-NXX, or routing configuration, the availability is all states within the United States where the Company has obtained the appropriate regulatory approvals to operate and has entered the market in that state.

1.2.18 Travel card numbers, calling card numbers, and PINs are issued only by the Company to its Customers and may not be sold or otherwise distributed without the written consent of the Company. An unauthorized or unlawful use of such numbers or PINs will result in the immediate termination of Service without notice. The Company may disconnect calls which are in progress which violate the Company's fraud control parameters and deactivate the associated calling card numbers.

1.2.19 The Company may rely on CLECs, LECs, DUCs, or other third parties to provide a portion of the Company's Service.

1.2.20 No contractors, agents or employees of connecting, concurring or other participating carriers or companies will be deemed to be contractors, agents or employees of the Company without the Company's written authorization.

1.3 Liabilities of the Company

1.3.1 The Company may terminate Service without notice, without liability, pursuant to Section 1.10.1 of this Service Agreement. The Company may refuse to provide Service to an Applicant or provide additional Service to an existing Customer, without liability and without notice to the Customer, for any of the following reasons:

(A) Applicant or Customer provides the Company insufficient or fraudulent billing information, invalid or unauthorized telephone numbers, or pre-arranged Account Code numbers; or
(B) Applicant or Customer provides false information or refuses to provide information to the Company regarding their identity, address, or credit-worthiness; or
(C) Applicant or Customer states that it will not comply with a request of the Company for deposit in accordance with this Service Agreement; or
(D) Any order or decision of a court or other governmental authority prohibits the Company from offering such Service; or
(E) Applicant or Customer present an undue risk of nonpayment and refuse to comply with the deposit requirements set forth herein; or
(F) If the Applicant refuses to furnish information to the Company regarding its past or current use of common carrier communication services or its planned use of Service(s).

1.3.2 In the event of emergency or threatened or actual disruption of Service of other Customers, the Company may block or temporarily restrict Service without notice and without incurring liability.

1.3.3 The Company may terminate Service, without liability, pursuant to Section 1.10.2 of this Service Agreement.

1.3.4 The Company is not liable for any act or omission of any other company or companies furnishing a portion of the Service(s) or facilities or equipment associated with such Service(s).

1.3.5 The Company is not liable for any defacement of, or damage to, the equipment or premises of a Customer resulting from the furnishing of Services when such defacement or damage is not the result of the Company's negligence. The Customer will indemnify and hold harmless the Company from any claim of the owner of the Customer's premises or other third party claims for such damages.

1.3.6 No contractors, agents, or employees of connecting, concurring or other participating carriers or companies will be deemed to be agents or employees of the Company without written authorization.

1.3.7 The Company is not liable for any damages the Customer may incur as a result of the unlawful use or use by an unauthorized person of the Service(s).

1.3.8 The Company may rely on LECs or other third parties for the performance of services such as Local Access. Upon Customer request and execution and delivery of appropriate authorizing documents, the Company may act as agent for Customer in obtaining such other Services. Customer's liability for charges hereunder will not be reduced by untimely Installation or non-operation of Customer provided facilities and equipment.

1.3.9 This Service is furnished subject to the conditions that there will be no abuse or fraudulent use of the Service. Abuse or fraudulent use of Service includes but is not limited to: -Obtaining, or attempting to obtain, or assisting another to obtain or to attempt to obtain Service by rearranging, tampering with, or making connection with any Service components of the DUC or the Company, or by any trick, scheme, false representation, or false credit device, or by or through any other fraudulent means or device whatsoever, with intent to avoid the payment, in whole or in part, of the regular charge for such Service; or
-Use of the Service of the Company for a message or messages, anonymous or otherwise, if in a manner reasonably to be expected to frighten, abuse, torment, or harass another; or
-Use of the Service in such a manner as to interfere unreasonably with the use of the Service by one or more other Customers.

1.3.10 The Company will be indemnified and held harmless by the Customer against:

(A) Claims for libel, slander, infringement of patent or copyright, or unauthorized use of any trademark, trade name, or service mark arising out of the material, data, information, or other content transmitted via Services(s); or
(B) Violation by Customer of any other literary, intellectual, artistic, dramatic, musical right, or other content transmitted by the Company; or;
(C) Violations by Customer of the right to privacy; or
(D) Claims of patent infringement arising from combining or connecting Channels with equipment and systems of the Customer; or
(E) Claims related to lost or stolen travel cards, except as described herein; or
(F) Any other claims whatsoever relating to or arising from message content or the transmission thereof; or
(G)All other claims arising out of any act or omission of the Customer in connection with Services provided by the Company; or
(H) All loss, claims, demands, suits, or other action, or any liability whatsoever, whether suffered, made, instituted or asserted by the Customer or by any other party or persons, for any personal injury to, or death of, any person or persons, and for any loss, damage or destruction of any property, whether owned by the Customer or others, caused or claimed to have been caused directly or indirectly by the Installation, operation, failure to operate, maintenance, removal, presence, condition, location or use of such equipment where such Installation, operation, failure to operate, maintenance, condition, location or use is not the direct result of the Company's negligence or willful action; or
(I) Defacement of, or damage to, the premises of a Customer resulting from the furnishing, Installation, and/or removal of Channel facilities or the attachment of instruments, equipment, and associated wiring on or from the Customer's Premises; or
(J) Claims arising out of the use of Services or associated equipment in an unsafe manner (such as use in an explosive atmosphere) or the negligent or willful act of any person other than the Company.

1.3.11 Where the Company's 800/888 Service(s) is not made available on the date committed to the Customer, or cannot otherwise be made available after the Company's acceptance of the Customer's service order, or the Customer is provided with a number or numbers other than the one(s) committed by the Company to the Customer, and any such failure or failures is due solely to the negligence of the Company, in such case the Company's liability, if any, will be limited to the lesser of (a) the actual monetary damages incurred and proved by the Customer as the direct result of such failure or failures, or (b) the sum of $1,000.00. Company will not be liable if an 800/888 number ordered by Customer is not available, except that where such availability is due to Company's negligence. Company's liability will be limited to the lesser of Customer's actual damages or $1,000.

1.3.12 Interruptions, delays, errors, or defects caused by or contributed to, directly or indirectly, by act or omission of Customer or its customers, affiliates, agents, contractors, representatives, invitees, licensees, successors or assigns or which arise from or are caused by the use of facilities or equipment of Customer or related parties will not result in the imposition of any liability whatsoever upon the Company, and Customer will pay to the Company any reasonable costs, expenses, damages, fees or penalties incurred by the Company as a result thereof, including costs of Local Access Providers' labor and materials. In addition, all or a portion of the Service may be provided over facilities of third parties, and the Company will not be liable to Customer or any other person, firm or entity in any respect whatsoever arising out of defects caused by such third parties. The Company's liability, if any, with regard to the delayed installation of facilities or commencement of Service will not exceed $1,000.

1.3.13 In the event parties other than Customer (e.g., Customer's customers) will have use of the Service directly or indirectly through Customer, then Customer agrees to forever indemnify and hold the Company and any affiliated or unaffiliated third-party provider or operator of facilities employed in provision of the Service harmless from and against any and all claims, demands, suits, actions, losses, damages, assessments or payments which may be asserted by said parties.

1.3.14 The failure to give notice of default, to enforce or insist upon compliance with any of the terms or conditions herein, the waiver of any term or conditions herein, or the granting of an extension of time for performance by the Company or the Customer will not constitute the permanent waiver of any term or condition herein. Each of the provisions will remain at all time in full force and effect until modified in writing.

1.3.15 The Company is not liable for:

(A) Any action, such as Blocking, discontinuing, or interrupting Service(s) by the Company of all traffic or traffic to or from certain NPA-NXXs, certain countries, cities, or individual telephone stations for any Service offered under this Service Agreement in order to control fraud or non-payment. Service will be Restored as soon as it can be provided without undue risk and only after accounts have been brought current.
(B) Damages caused by the negligence or willful misconduct of the Customer.
(C) Any failure to provide or maintain Services under this Service Agreement due to circumstances beyond the Company's reasonable control.
(D) Any other direct, indirect, consequential, special, actual, or punitive damages, or for any lost profits of any kind or nature whatsoever arising out of any furnishing of, or interruption in, Services provided hereunder, absent a determination of willful misconduct by the Company through judicial or administrative proceedings.
(E) Any special or consequential damages or any lost profits of any kind or nature arising out of the furnishing of or interruption in Services contained in this Service Agreement, even if Company is advised of the possibility of the same.
(F) The use or abuse of any Service described herein by any party including, but not limited to, the Customer's employees or members of the public. "Use or abuse" includes, but is not limited to, any calls placed by means of PBX-reorigination or any other legal or illegal equipment, Service, or device. In the case of 800/888 Service, this also applies to third parties who dial the Customer's 800/888 number by mistake.
(G) Compensation for any injury the Customer may suffer due to the fault of parties other than the Company must be sought from such other parties.
(H) Any action, such as Blocking, discontinuing, or interrupting Service(s) by the Company of all traffic or traffic to or from certain NPA-NXXs, certain countries, cities, or individual telephone stations for any Service offered under this Service Agreement when the Customer reaches the establish limit of number of minutes or dollar amount on any Customer ANI, account, or 800/888 number during a billing cycle. Once such limit is reached, Service will be automatically suspended until the Company receives payment below the dollar amount or the Customer contacts the Company to authorize a mutually agreeable higher limit.
(I) Any action, such as Blocking or refusal to accept certain calls, that Company deems necessary in order to prevent unauthorized, fraudulent, or unlawful use of its Service. Compensation for any injury the Customer may suffer due to the fault of parties other than the Company must be sought from such other parties.
(J) Any claim where the Customer indemnifies the Company pursuant to Section 1.5 of this Service Agreement.

1.3.16 The Company will make no refund of overpayment by a Customer unless the claim for such overpayment, together with appropriate evidence is submitted within two years of the date of the alleged overpayment.

1.3.17 With respect to the Switched Services contained herein and except as otherwise provided herein, the liabilities of the Company for damages arising out of mistakes, omissions, interruptions, delays, errors or defects occurring in the course of furnishing Service hereunder and not caused by the negligence or intentional acts of the Customer will in no event exceed an amount equivalent to the initial period charge to the Customer according to this Service Agreement for the call during which such mistake, omission, interruption, delay, error or defect in the course of furnishing Service hereunder occurs, except in cases of willful misconduct by the Company.

1.3.18 The Company is not liable for any failure of performance hereunder due to causes beyond its control, including, but not limited to: - Unavoidable interruption in the working of transmission facilities including but not limited to fire, explosion, vandalism, cable cut, or other similar occurrence; or
- Natural disasters such as storms, fire, flood, or other catastrophes; or
- Any law, order, regulation, direction, action or request of the United States Government, or any other governmental entity having jurisdiction over the Company or of any department, agency, commission, bureau, corporation or other instrumentality of any one or more of such governmental entity, or of any civil or military authority; or
- National emergencies, insurrections, riots, rebellions, wars, strikes, lockouts, work stoppages, or other labor difficulties, supplier failures, shortages, breaches or delays, unlawful acts of individuals including acts of the Company's agents, contractors, and employees if committed beyond the scope of their employment, or preemption of existing Services to Restore Service in compliance with Part 64, Subpart D, Appendix A, of the FCC's rules and regulations.

1.3.19 If a Customer cancels an order for Service before the Service begins, or before completion of some other period mutually agreed upon by the Customer and the Company, a charge will be levied upon the Customer for the nonrecoverable portions of expenditures or liabilities incurred expressly on behalf of the Customer by the Company and not fully reimbursed by Installation and monthly charges.

1.3.20 The Company will have no liability to the Customer or any third party for any claims that a calling card, travel card, or its Authorization Number, has been lost, stolen, or fraudulently used.

1.3.21 Under no circumstances whatsoever will the Company's officers, agents, or employees be liable for any damages, including but not limited to direct, indirect, actual, consequential, special, or punitive damages, or lost profits.

1.3.22 The Company's liability with respect to nonworking Accounting Codes will be limited to the Company's monthly charge(s) for Accounting Codes, if any.

1.3.23 Upon nonpayment of any sum owing to the Company, or upon a violation of any of the provisions governing the furnishing of Service under this Service Agreement, the Company may, upon written notification to the Customer, without incurring any liability, immediately discontinue the furnishing of such Service. The Customer will be deemed to have canceled Service as of the date of such disconnection and will be liable for any cancellation charges set forth in this Service Agreement.

1.3.24 The Company's liability will be limited to that expressly assumed in Section 1.3 hereof. The Company will not be liable for any other direct, indirect, consequential, special, actual, or punitive damages, or for any lost profits of any kind or nature whatsoever arising out of any furnishing of, or interruption in, Service provided hereunder, absent a determination of willful misconduct by judicial or administrative proceedings. With respect to any Services provided hereunder, the Company hereby expressly disclaims, without limitation, all warranties not stated in this Service Agreement, whether express, implied or statutory, and in particular disclaims all implied warranties of merchantability and fitness for a particular purpose.

1.3.25 The Company will use its best efforts to provide Services consistent with industry standards. The Company will have no liability to the Customer for any loss of revenue or any other direct, special, incidental, consequential, or other damages the Customer may sustain resulting from the failure or inability of the Company to provide Service to its Customers; negligent or defective Services to Customers; equipment, computer, network, or electrical malfunctions or any kind, breakdowns, or outages; or any other cause, whether or not within the control of the Company.

1.3.26 In the event the Company or the DUC learn of actual or possible unauthorized, fraudulent, or unlawful use of any Company Services, the Company will make an effort to contact the Customer, but Service may be blocked without notice and without liability to the Company. Service may be suspended by the Company without incurring liability by Blocking all calls or by Blocking calls to or from certain NPA-NXXs, certain countries, cities, or individual telephone stations for any Service offered under this Service Agreement. Service will be restored as soon as it can be provided without undue risk.

1.3.27 The Company is not liable for the content of the Customer's messages.

1.3.28 The Company may block a Customer's Service without liability if (1) a Customer subscribes to one of the Company's Service offerings that require the Customer to bill the charges for the Service to a valid Credit Card belonging to the Customer; and if (2) the Customer's Credit Card becomes invalid; and if (3) the Customer does not contact the Company and provide another valid Credit Card number. If the Customer has a valid email address on file with the Company, the Company will send the Customer an email notice of its intent to block Service prior to blocking Service. If the Customer does not have a valid email address on file with the Company, a Company representative will make one attempt via telephone to notify the Customer that Service will be blocked.

1.4 Use of Service

1.4.1 The Services offered herein may be used for any lawful purpose, including business, governmental, or other use. There are no restrictions on sharing or resale of Services. However, the Customer remains liable for all obligations under this Service Agreement notwithstanding such sharing or resale and regardless of the Company's knowledge of same. The Company will have no liability to any person or entity other than the Customer and only as set forth herein. The Customer will not use nor permit others to use the Service in a manner that could interfere with Services provided to others or that could harm the facilities of the DUC or the Company's switch or others.

1.4.2 Service furnished by the Company may be arranged for joint use or authorized use. The Joint User or Authorized User will be permitted to use such Service in the same manner as the Customer, but subject to the following:

(A) One Joint User or Authorized User must be designated as the Customer. The designated Customer does not necessarily have to have communications requirements of its own. The Customer must specifically name all Joint Users or Authorized Users in the application for Service. Service orders which involve the start, rearrangement, or discontinuance of joint use or authorized use Service will be accepted by the Company only from that Customer and will be subject to all regulations of this Service Agreement.
(B) All charges for the Service will be computed as if the Service were to be billed to one Customer. The Joint User or Authorized User which has been designated as the Customer will be billed for all components of the Service and will be responsible for all payments to the Company. In the event that the designated Customer fails to pay the Company, each Joint User or Authorized User will be liable to the Company for all charges incurred as a result of its use of the Service. Each joint or Authorized User must submit to the designated Customer a letter accepting contingent liability for its portion of all charges billed by the Company to the designated Customer. This letter must also specify that the joint or Authorized User understands that the Company will receive a copy of the guaranty from the designated Customer. The Customer will be responsible for allocating charges to each Joint User or Authorized User.

1.4.3 In addition to the other provisions in this Service Agreement, Customers reselling Services will be responsible for all interaction and interface with their own subscribers or customers. The provision of the Service will not create a partnership or joint venture between the Company and the Customer nor result in a joint communications Service offering to the Customers of either the Company or the Customer.

1.4.4 Service furnished by the Company will not be used for:

(A) Any unlawful or fraudulent purposes as defined in this Service Agreement; or
(B) Any purpose for which any payment or other compensation is received by the Customer except when the Customer is a communications common carrier, a resale common carrier, an enhanced or electronic Service provider who has subscribed to Service(s). However, this provision does not preclude an agreement between the Customer, Authorized User, or Joint User to share the cost of the Service as long as this arrangement generates no profit for anyone participating in a joint use or authorized use arrangement.

1.4.5 A Customer that subscribes to one of the Company's 800/888 Services will provide not less than ten (10) business days' notice prior to implementation of special advertising or other new promotions likely to stimulate usage.

1.4.6 If the Company is notified by the DUC or otherwise reasonably concludes that Customer-provided equipment does not pass back appropriate answer supervision to the DUC's network or the Company's switch, the Company will notify the Customer. If the Customer does not correct the problem and if Customer-provided equipment continues to provide inappropriate answer supervision to the DUC's network or the Company's switch, the Company reserves the right to suspend or terminate the Customer's Service. For inbound Service, the Company will give the Customer ten (10) days' written notice via certified U.S. Mail of intent to suspend or deny Service due to such non-compliance. For all other Services, the Company will give the Customer five (5) days' written notice of its intent to suspend or terminate Service.

1.4.7 A Customer requesting 800/888 Service will supply the following information when requesting Service: an initial traffic forecast, identification of anticipated busy hour, identification of its geographical marketing target areas, and a schedule of marketing and promotional activities. A new traffic forecast will be submitted quarterly after Service is initiated.

1.4.8 The Customer will be billed directly by the LEC, CLEC, DUC, or CAP or any other authorized access provider for the Dedicated Access arrangements selected by the Customer for the provisioning of certain Switched Services or Dedicated Access Services. At the Customer's request, the Company may act as agent in the ordering of such arrangements. If charges are billed by the Company, the Company will pass-through to the Customer the LEC's, CLEC's, DUC's, or CAP's Local Access charges.

1.5 Obligations of the Customer

1.5.1 The Customer will indemnify and hold harmless the Company against:
- Claim(s) for libel, slander, infringement of patent or copyright, or unauthorized use of any trademark, trade name or service mark arising out of Customer's or End User's material, data, information, or other content transmitted via Service(s).
- Violation(s) by the Customer or End User of any other literary, intellectual, artistic, dramatic, or musical right, or other content transmitted via Service(s).
- Violation(s) by the Customer of the right to privacy.
- Claim(s) of patent infringement arising from combining or connecting Company's switching facilities or the facilities of the DUC with apparatus and systems of the Customer.
- All lost or stolen travel cards or calling cards.
- Any other rights whatsoever relating to or arising from message content or the transmission thereof.
- All other claims arising out of any act or omission of the Customer or End User in connection with any Service.
- Any claim asserted against the Company (and all attorney fees and expenses incurred by the Company with respect thereto) arising out of or relating to the failure of the Company to provide Service to Customers, Cardholders, or End Users.
- Any claim asserted against the Company (and all attorney fees and expenses incurred by the Company with respect thereto) arising out of or relating to the failure of the Company to provide Service to the Customer.
- Any and all liabilities, costs, damages, and expenses (including attorney's fees), resulting (1) from Customer (or its employees's agent's or independent contractor's) actions hereunder, including, but not limited to breach of any provision in this Service Agreement, misrepresentation of Company Services or prices, or unauthorized or illegal acts of the Customer, its employees, agents, or independent contractor or (2) from claims by third parties that any calling cards or travel cards, Authorization Numbers or PINs have been lost, stolen, or fraudulently issued or used; provided, however, that the Company will have no liability hereunder for special or consequential damages incurred by the Company.

1.5.2 The Customer will be responsible for the payment of all charges for Services provided under this Service Agreement and for the payment of all excise, sales, use, gross receipts or other taxes that may be levied by a federal, state, or local governing body or bodies applicable to the Service(s) furnished under this Service Agreement unless specified otherwise herein. A Customer claiming tax exempt status must provide the Company with copies of all tax exemption certificates and documents required by the Company at the time Service is ordered in order to be granted tax exempt status. Failure to provide the required documentation at the time Service is ordered will result in all taxes as noted herein being levied by the Company on the Customer's Service and the Customer will be responsible for the payment of all such charges. At the Company's option, the Company may accord the Customer tax exempt status upon receipt of the required documentation after Service is ordered. However, the Customer will be billed for all applicable taxes and responsible for the payment of same until such time as the Company has ceased billing the applicable taxes. In the event taxes are erroneously, paid the Company is not liable for refunding any such payments to the Customer. The Customer is responsible for seeking refunds for such taxes from the appropriate taxing authority. Failure to pay the appropriate taxes prior to tax exempt status being accorded by the Company will result in termination of Service.

1.5.3 The Customer will be responsible for the payment of all charges for Services billed by the Company including those charges that the LEC bills as a billing agent for other companies.

1.5.4 The Company will not be liable to the Customer for damages or statutory penalties or be obligated to make any adjustment, refund or cancellation of charges unless the Customer has notified the Company in writing of any dispute concerning charges, or the basis of any claim for damages, within sixty (60) calendar days after an invoice is rendered or a debit is effected by the Company for the call giving rise to such dispute or claim. Any such notice must set forth sufficient facts to provide the Company with a reasonable basis upon which to evaluate the Customer's claim or demand.

1.5.5 The Company's failure to provide or maintain Service under this Service Agreement will be excused by the Customer for all circumstances beyond the Company's reasonable control.

1.5.6 The Customer will indemnify and save the Company harmless from any and all liability not expressly assumed by the Company in Section 1.3 and arising in connection with the provision of Service to the Customer, and will protect and defend the Company from any suits or claims alleging such liability, and will pay all expenses (including attorneys' fees) and satisfy all judgments which may be incurred by or rendered against the Company in connection therewith.

1.5.7 The Customer is responsible for payment for all long distance calls originated at the Customer's number(s), terminated on the Customer's 800/888 number, billed to the Customer's travel card, calling card, or authorization code, accepted at the Customer's number, or incurred at the specific request of the Customer. The Customer is responsible for paying all Services the Company provides to or from the Customer's number(s), regardless of whether the Customer's facilities were used fraudulently or used without Customer's knowledge in full or in part.

1.5.8 The discontinuance of Service(s) by the Company pursuant to Section 1.10 of this Service Agreement or if the Customer cancels Service(s) pursuant to Section 1.9 of this Service Agreement does not relieve the Customer of any obligations to pay the Company for charges due and owing for Service(s) furnished up to the time of discontinuance. The remedies set forth herein will not be exclusive and the Company will at all times be entitled to all rights available to it under either law or equity. If Service is terminated pursuant to Section 1.10 of this Service Agreement or if the Customer cancels Service pursuant to Section 1.9 of this Service Agreement, the Customer will be deemed to have cancelled Service as of the date of such termination or cancellation and will be liable for any cancellation charges set forth in this Service Agreement.

1.5.9 The Customer is responsible for taking all necessary legal steps for interconnecting the Customer provided terminal equipment with the long distance network. The Customer will ensure that the signals emitted into the network of the DUC or emitted to the Company's switch do not damage equipment, injure personnel, or degrade Service to other Customers. The Customer is responsible for securing all licenses, permits, rights-of-way, and other arrangements necessary for such interconnection. In addition, the Customer will comply with applicable LEC, CLEC, or CAP signal power limitations.

1.5.10 If as a result of inaccurate information provided by the Customer, Circuits need to be moved, replaced, or redesigned, the Customer is responsible for the payment of all such charges. In the event the Company incurs costs and expenses caused by the Customer or reasonably incurred by the Company for the benefit of the Customer, the Customer is responsible for the payment of all such charges.

1.5.11 For a Customer subscribing to the Company's Switched Service utilizing Dedicated Access to be exempted from the monthly special access surcharge, the Customer must provide the Company an executed Exemption Certificate. The Customer may only be exempted from the monthly special access surcharge if the Customer's facility:
- terminates on a device incapable of connecting the network of the DUC selected by the Company with the local exchange network; or
- is associated with a Switched Access Service that is subject to carrier common line charges; or
- constitutes a private line facility used for telex service or radio or television transmissions.

1.5.12 The Customer will be liable for:
(A) Reimbursing the Company for all loss as a result of theft, fire, flood or other catastrophes of Company or DUC provided equipment or facilities on the Customer's Premises.
(B) Reimbursing the Company for damages to facilities or equipment caused by the negligence or wilful acts of the Customer's officers, employees, agents, contractors, or End User(s).

1.5.13 In the case of nonworking Accounting Codes, the Customer is responsible for payment of usage charges for long distance calls originated or terminated at Customer's number(s).

1.5.14 If a Customer directly or indirectly authorizes third parties to use the Service, the Customer will indemnify and hold the Company harmless against any and all claims asserted by said party, demands, suits, actions, losses, damages, assessments or payments which may be asserted or demanded by said parties or by others as a result of said parties' actions or omissions.

1.5.15 Service(s) may be used with or terminated in Customer-provide terminal equipment or Customer-provided communications systems such as a telephone set, PBX or key system. Such terminal equipment shall be furnished and maintained at the expense of the Customer. The Customer is responsible for all costs at the Customer's premises, including personnel, wiring, electrical power, and the like, incurred in the use of the Service. When such terminal equipment is used, the equipment shall comply with applicable rules and regulations of the Commission, including but not limited to, Part 68. In addition, equipment must comply with generally accepted minimum protective criteria standards and engineering requirements of the telecommunications industry which are not barred by the Commission.

1.5.16 The Customer shall defend and indemnify the Company and its directors, officers, employees, representatives, and agents from any and all claims (including any claims of its Customers or regulatory agencies), taxes, penalties, interest, expenses, damages, lawsuits or other liabilities (including without limitation, reasonable attorney fees and court costs) relating to or arising out of the operation of Customer's business or Customer's failure to perform in accordance with a service agreement signed by the Company and the Customer.

1.5.17 The Customer is responsible for the payment of all charges for Service(s) provided under this Service Agreement and for the payment of all assessments, duties, fees, surcharges, taxes, or similar liabilities whether charged to or against the Company or the Customer. This includes but is not limited to amounts the Company is required by governmental, quasi-governmental, or other entities to collect and/or to pay to designated entities. The Company may adjust its rates and charges or impose additional rates and charges on its Customer in order to recover these amounts. Unless specified otherwise herein, if an entity other than the Company (e.g., another carrier or supplies) imposes charges on the Company in connection with a Customer's Service, that entity's charges may be passed through to the Customer. The Customer is responsible for the payment of all such charges.

1.5.18 If the Customer subscribes to one of the Company's Service offerings that require the Customer to bill the charges for the Service to a valid Credit Card belonging to the Customer, the Customer is responsible for contacting the Company should the Credit Card become invalid. To continue Service, the Customer must provide the Company a valid Credit Card number.

1.6 Obligations of a Reseller

1.6.1 The terms and conditions of this Service Agreement, including but not limited to the obligations contained in Section 1.5 of this Service Agreement and in Sections 1.6.2 through 1.6.7 of this Service Agreement, apply to Customers that are Resellers. Failure to comply with any term, rule, or regulation of this Service Agreement may result in the Company terminating Service(s) without incurring any liability. Notification of termination of Service(s) may be in writing or in another expeditious manner selected by the Company.

1.6.2 In the event of non-payment by a Reseller's subscriber, the Company may be requested by the Reseller to block such subscribers's travel card number and PIN because of non-payment of charges. Before the Company blocks Service to a Reseller's subscriber, the Reseller must certify that proper notice has been given to the subscriber. Proper notice must meet state and federal rules for Blocking Service due to non-payment. The Reseller is responsible for all costs incurred to disconnect or block the location from Service(s).

1.6.3 Resellers will be responsible for paying all taxes, surcharges, and fees based upon the taxing jurisdiction's rules and regulations.

1.6.4 Resellers will be responsible for all interaction and interface with their own subscribers. The provision of Company Service will not create a partnership or joint venture between the Company and the Reseller nor result in a joint offering to third parties.

1.6.5 Resellers will be responsible for providing all billing, collection, and customer service functions for all of its locations, including resolving any unauthorized presubscription disputes.

1.6.6 Resellers must have the appropriate certification in all areas where Service is provided. Resellers are responsible for maintaining all necessary state and F.C.C. certification/registration and tariffs for operating as a Reseller and for complying with the rules and regulations as set forth by the various state regulatory agencies. Further, Resellers must assume full responsibility for complying with the Communications Act of 1934, as amended; the Telecommunications Act of 1996; and the rules, regulations, and decisions of the F.C.C. Failure to comply with any term, rule, or regulation of this Service Agreement may result in the Company immediately and irrevocably terminating Service(s) without incurring any liability. Notification of termination of Service(s) may be done in person or in writing.

1.6.7 If the presubscription of any line of a Reseller is unauthorized, the Company may charge the Reseller for the unauthorized presubscription change charges plus all additional charges imposed and costs incurred. The Reseller is financially liable for all lines at all locations until such time as the lines and/or locations are presubscribed to a different interexchange carrier. In instances where the Reseller has presubscribed lines and/or locations to its Service without proper authorization, the Reseller must:
(A) Inform the premises owner/occupant at each location of the unauthorized change in IXCs; and
(B) Insure that each such location is returned to the IXC of choice; and
(C) Pay all applicable conversion charges.

1.7 Obtaining Service

1.7.1 General

In addition to the terms and conditions contained in a service agreement signed by the Customer and the Company, all applicable provisions in the Company's Service Agreement, as amended from time-to-time, become the agreement for Service between the Company and the Customer. To subscribe to any of the Company's long distance Services, the Customer must also sign a letter of agency and provide the original copy of that letter of agency to the Company. If the Company is notified by the LEC that an Applicant wishes to presubscribe to one of the Company's Service offerings, the Company will load the Applicant's ANI provided to the Company by the LEC into the Company's switch and send the Applicant a request for a letter of agency. If the Applicant does not return to the Company the signed letter of agency within twenty (20) calendar days of the request date, the Company will remove the Applicant's ANIs from the Company's switch without further notice to the Applicant.

The Applicant must also establish credit satisfactory to the Company as provided in Section 1.7.2 of this Service Agreement.

1.7.2 Establishment of Credit

The Company reserves the right to examine the credit record and check the references of all Applicants and Customers. The Company may examine the credit profile/record of any Applicant prior to accepting the service order or Customer's deposit. These shall not in themselves obligate the Company to provide Services or to continue to provide Services, if a later check of Applicant's credit record is, in the opinion of the Company, contrary to the best interest of the Company. If the conditions of Service or the basis on which credit was originally established have materially changed, an existing Customer may be required to establish additional credit. The Company reserves the right to examine the credit record and check the references of any Customer at any time.

1.7.3 Advance Payments

Customers and Applicants who, in the Company's judgment, present an undue risk of non-payment may be required at any time to provide the Company such other assurances of, or security for, the payment of the Company's charges for its Services as the Company may deem necessary, including, without limitation, advance payments for Service, third party guarantees of payment, pledges or other grants of security interests in the Customers' assets, and similar arrangements. The required advance payments or other security may be increased or decreased by the Company as it deems appropriate in the light of changing conditions. In determining whether a Customer presents an undue risk of nonpayment, the Company shall consider the following factors:
(A) the Customer's payment history (if any) with the Company and its affiliates,
(B) Customer's ability to demonstrate adequate ability to pay for the Service,
(C) credit and related information provided by Customer, lawfully obtained from third parties or publicly available,
(D) information relating to Customer's management, owners, and affiliates (if any), and
(E) the Applicant's or Customer's actual long distance usage. The Company does not pay interest on advance payments.

1.7.4 Deposits

(A) General

Any Applicant whose credit has not otherwise been duly established as provided in Section 1.7.2 hereof may be required to make a deposit to be held as a guarantee of payment of charges. In addition, an existing Customer may be required to make a deposit or to increase a deposit presently held in the event that the conditions of Service or basis on which credit was originally established have materially changed.

(B) Amount of Deposit

The amount of any deposit shall not exceed the estimated charges for six months' Service.

(C) Interest on Deposits

The Company will not pay interest on deposits.

(D) Return of Deposit

A deposit will be returned:
- When an application for Service has been canceled prior to the establishment of Service. The deposit will be applied to any charges applicable in accordance with the Service Agreement and the excess portion of the deposit will be returned.
- At the end of one year of satisfactory credit history.
- Upon discontinuance of Service. The Company will refund the Customer's deposit or the balance in excess of unpaid bills.

1.8 Payment For Services

1.8.1 Billing Period

Customers are billed on a monthly basis according to the Company's monthly billing cycle. Except for fraud, charges may be assessed for unbilled traffic up to two years in arrears.

1.8.2 Rendering Bills

For Bundled Services, bill notices are sent via E-mail and the bill detail is posted to the Company's web site for Customer download. For all other Services, bill detail is posted to the Company's web site for Customer download or sent via U.S. mail or United Parcel Service to the current billing address.

1.8.3 Payment of Bills

For Bundled Services, payment is applied to the Customers credit card. If a Customer presents an undue risk of nonpayment at any time, the Company may require the Customer to pay its bills in cash or the equivalent of cash. For all other services, payment may be made by credit card, check, money order, or cashier's check made payable as named on the bill and sent to the address as listed on the bill.

1.8.4 Late Charge

(A) General

In the event the Company incurs fees or expenses, including attorney's fees, in collecting, or attempting to collect, any charges owed the Company, the Customer will be liable to the Company for the payment of all such fees and expenses reasonably incurred.

(B) Charges Billed To Customer's Authorized and Approved Credit Card

Late charges do not apply if charges for long distance Service are billed to a Customer's authorized and approved Credit Card.

(C) All Other Billing

If a Customer's bill is not paid within twenty five (25) days from the statement date, the Company may impose a 1.5% late charge on the delinquent amount or the highest amount allowable by the applicable state law whichever is lower.

1.9 Cancellation By Customer

1.9.1 General

A Customer may cancel Service by giving thirty (30) days' written notice to the Company. Such notice should be addressed to the Company's customer service organization at the address specified in Section 1.22.1 of this Service Agreement.

1.9.2 Customer With Switched Access

(A) Customer Provisioned Via The DUC

Upon receipt of the notice, the Company places an order with the DUC to cancel Service. Depending on the new IXC selected by the Customer, the DUC may have to advise the LEC or CLEC to cancel Service. Cancellation of the Customer's Service will be effective when the LEC or CLEC changes the PIC code, or when the DUC or CAP cancels the Service, as authorized by the Customer.

(B) Customer Provisioned Via The Company

Cancellation of the Customer's Service will be effective when the LEC or CLEC changes the PIC code, or when the Company cancels the Service, as authorized by the Customer.

1.9.3 Customer With Dedicated Access

(A) Customer Provisioned Via The DUC

Cancellation of the Customer's Service will be effective when the DUC cancels the Service offered by the Company, or when the Customer's Dedicated Access facilities are moved to another IXC, as authorized by the Customer.

(B) Customer Provisioned Via The Company

Cancellation of the Customer's Service will be effective when the Company cancels the Service offered by the Company to the Customer, or when the Customer's Dedicated Access facilities are moved to another IXC, as authorized by the Customer.

1.9.4 Cancellation of Travel Card or Calling Card Service

Cancellation of the Customer's Service will be effective when the DUC or the Company removes the PIN from its data base.

1.10 Termination of Service By Company

1.10.1Termination Without Notice

Conditions under which the Company may, without notice, terminate Service include but are not limited to:

(A) Customer provides the Company insufficient or fraudulent billing information, invalid or unauthorized telephone numbers, or pre-arranged Account Code numbers; or
(B) Customer provides false information or refuses to provide information to the Company regarding their identity, address, or credit-worthiness; or
(C) Unauthorized or fraudulent procurement of Service, including a misrepresentation of fact relevant to the conditions under which the applicant or Customer obtains or continues to receive Service; or
(D) Customer states that it will not comply with a request of the Company for deposit in accordance with this Service Agreement; or
(E) Customer's or End User's use of the Service constitutes a violation of either the provisions of this Service Agreement, or of any laws, or government rules, regulations, or policies; or
(F) Any order or decision of a court or other governmental authority prohibits the Company from offering such Service; or
(G) The Company deems such refusal or termination necessary to protect the Company or third parties against unauthorized, fraudulent, or unlawful use of any Service, or to otherwise protect the Company's personnel, agents, or Service; or
(H) Customer's or End User's misuse of the DUC's network or the Company's switch; or
(I) Customer's or End User's use of the DUC's network or the Company's switch for any fraudulent, unlawful, or criminal purpose; or
(J) Customer presents an undue risk of nonpayment and refuse to comply with the deposit requirements set forth herein; or
(K) Customer has suspected unauthorized or fraudulent use of Service; or
(L) Customer's use of Service adversely affects the Service to other Customers; or
(M) Customer is using the Service for purposes other than those described in this Service Agreement; or
(N) If Customer refuses to allow Company reasonable access to the Customer's facilities to provision Service(s); or
(O) If the Customer refuses to furnish information to the Company regarding its past or current use of common carrier communication Services or its planned use of Service(s); or
(P) In the event that the Company or the DUC learn of possible fraudulent use of any of the Company's travel card Services, the Company will make an effort to contact the Customer, but Service may be terminated or blocked without notice and without liability to the Company; or
(Q) Abandonment of the premises served; or
(R) Customer's check or draft is returned unpaid for any reason, after one attempt at collection.

1.10.2 Termination With Notice

Conditions under which the Company may, with five (5) days' notice, terminate Service without liability include, but are not limited to: (1) nonpayment of any sum due for Service provided hereunder and (2) Customer places repeated harassing phone calls to Company personnel, including calls in which the caller uses abusive language. If the Company delivers the notice to the Customer's premises, it will be left in a conspicuous place. When notice is mailed, the notice will be addressed to the Customer's last known billing address and mailed first class or some type of express overnight delivery. The selection of the method of delivery of the notice is made by the Company. For Services that require the Customer subscribe to Service via the Internet, the termination notice may be provided to the Customer from the Company via the Internet.

1.10.3 Non-Payment of Charges

Service will not be terminated if the Company receives payment prior to the termination date listed on the termination notice or if the Company and the Customer have entered into a payment arrangement.

1.10.4 Charges Owed

The discontinuance of Service(s) by the Company pursuant to Section 1.10 of this Service Agreement does not relieve the Customer of any obligations to pay the Company for charges due and owing for Service(s) furnished up to the time of discontinuance. The remedies set forth herein will not be exclusive and the Company will at all times be entitled to all rights available to it under either law or equity.

1.10.5 Termination of Toll Free Service By Company

If Service is terminated by the Company for violation of this Service Agreement, the SMS/800 data base allows the Company to retain control of all TFS Numbers disconnected for up to a 4-month period. If the Customer rectifies the violation to the satisfaction of the Company, the Company may, in its sole discretion, return the number to the control of the Customer. If the Customer does not rectify the violation, the Company may refuse to:

.1 reconnect the disconnected number for the previous Customer;

.2 transfer disconnected Customer to a third party identified by the Customer; and

.3 process any request to change the Resp Org forms from the disconnected Customer.

1.11 Transfer Or Assignment

1.11.1 After obtaining the Company's written consent, the Customer of record may assign or transfer the use of Service where there is no interruption or physical relocation. All terms and provisions contained in this Service Agreement will apply to any assignee or transferee. Services provided by the Company may not be transferred or assigned to a new Customer unless the following conditions have been met.

1.11.2 The Customer of record (assignor Customer) requests such assignment or transfer in writing at least forty-five (45) days prior to the effective date of any requested assignment or transfer; and

1.11.3 Prior written consent of the Company is secured. The Company agrees to respond to a request to assign or transfer to another Customer within thirty (30) days of receipt of notification; and

1.11.4 New Customer's (assignee Customer) credit is approved by the Company; and

1.11.5 The new Customer (assignee Customer) notifies the Company in writing that it agrees to assume all outstanding obligations of the former Customer for use of the Company's Services. These obligations include all outstanding indebtedness for the use of the Company's Service. Consent to such assignment or transfer will not be unreasonably withheld.

1.11.6 Any permitted assignment or transfer of Company' Service will not relieve or discharge any Customer from remaining jointly and severally liable with the new Customer for any obligations existing at the time of transfer or assignment.

1.12 Taxes, Fees, Surcharges, and Assessments

1.12.1 In addition to the charges specifically pertaining to the Services, certain federal, state, and local surcharges, taxes, gross receipts, and fees will be applied to these Services. These taxes, surcharges, and fees are calculated based upon the amount billed to the end user for the Service(s). All state and local taxes, surcharges, and fees (i.e., sales tax, gross receipts tax, municipal utilities tax, etc.) are listed on the Customer's invoices, and unless otherwise specified herein, are not included in the rates listed in this Service Agreement.

2.12.2 A Customer claiming tax exempt status must provide the Company with copies of all tax Exemption Certificates and documents required by the Company at the time Service is ordered in order to be granted tax exempt status. Failure to provide the required documentation at the time Service is ordered will result in all taxes as noted herein being levied by the Company on the Customer's Service and the Customer will be responsible for the payment of all such charges. At the Company's option, the Company may accord the Customer tax exempt status upon receipt of the required documentation after Service is ordered. However, the Customer will be billed for all applicable taxes and responsible for the payment of same until such time as the Company has ceased billing the applicable taxes. The Company is not liable for refunding the amount of the taxes paid the Customer. The Customer is responsible for seeking refunds for such taxes from the appropriate taxing authority. Failure to pay the appropriate taxes prior to tax exempt status being accorded by the Company will result in termination of Service.

1.12.3 Unless otherwise specified herein, all stated charges in this Service Agreement are computed by the Company exclusive of any assessments, duties, fees, surcharges, taxes, or similar liabilities levied against the Company by governmental, quasi-governmental, or other entities such as federal, state, or local government. Such assessments, duties, fees, surcharges, taxes, or similar liabilities shall be paid by the Customer in addition to the charges stated in this Service Agreement. All such charges shall be shown as a separate line item on the Customer's bill.

1.12.4 Pending the conclusion of any litigation challenging a jurisdiction's or body's right to impose any assessments, duties, fees, surcharges, taxes, or similar liabilities, the Company may elect to waive or impose and collect a charge covering such assessments, duties, fees, surcharges, taxes, or similar liabilities, unless otherwise constrained by court order or direction. All such charges will be shown as a separate line item on the Customer's bill. If the Company has collected any assessments, duties, fees, surcharges, taxes, or similar liabilities and any of the challenged assessments, duties, fees, surcharges, taxes, or similar liabilities are found to have been invalid and not enforceable, the Company will credit or refund such sums to each affected Customer if (1) the Company has retained such funds or (2) the Company has remitted such funds to the collecting jurisdiction or body and the funds have been returned to the Company.

1.12.5 In order to be granted exemption status, a Customer claiming exempt status must provide the Company with copies of all relevant exemption certificates and documents required by the Company. New Customers are required to provide the requested documentation at the time Service is ordered for new Customers. Failure to provide the required documentation at the time Service is ordered will result in all assessments, duties, fees, surcharges, taxes, or similar liabilities (as described in Section 1.5 of this Service Agreement) being levied by the Company on the Customer's Service. The Customer will be responsible for the payment of all such charges.

1.12.6 At the Company's option, the Company may accord the Customer exempt status upon receipt of the required documentation after Service is ordered. However, the Customer will be billed for all applicable assessments, duties, fees, surcharges, taxes, or similar liabilities as described in Section 1.5 of this Service Agreement. The Customer is responsible for the payment of same until such time as the Company has ceased billing the applicable assessments, duties, fees, surcharges, taxes, or similar liabilities. Failure to pay the appropriate assessments, duties, fees, surcharges, taxes, or similar liabilities prior to exempt status being accorded by the Company will result in termination of Service.

1.13 Application of Charges

1.13.1 Directory Assistance Service

The directory assistance charge applies whether or not the directory assistance bureau furnished the requested telephone number(s) (e.g., where the requested telephone number is unlisted, non-published or no record can be found).

1.13.2 All Usage-Sensitive Long Distance Services

Calls are billed in various timing increments depending on the Service subscribed to by the Customer. Each Service has its own specific initial period and additional period. The length of the initial period and the additional period is shown in the Company's Rates and Charges. For all Services, fractions of a timing increment are rounded up to the next highest increment.

Usage charges apply to all completed calls. The usage charges for each completed call during a billing month will be computed. If the charge includes a fraction of a cent of $.005 or more, the fraction is rounded up to the next higher whole cent. Otherwise, the charge is rounded down to the next lower whole cent.

If the rate for the payphone surcharge pursuant to the Company's Rates and Charges includes a fraction of a cent, the amount of the surcharge is rounded up to the next whole cent.

1.14 Timing of Calls

Calls are timed and measured by the Company's or the DUC's switch as appropriate. On all calls, chargeable time begins when connection is established between the calling station and the called station. Chargeable time ends when the calling station "hangs up". If the called station "hangs up" but the calling station does not, chargeable time ends when the connection is released by the automatic timing equipment in the network.

1.15 Interruption Of Service

1.15.1 Without incurring liability, the Company may interrupt the provision of Services at any time in order for tests and inspections to be performed to assure compliance with Service Agreement regulations and the proper installation and operation of Customer's equipment and facilities and may continue such interruption until any items of non-compliance or improper equipment operation so identified are rectified.

1.15.2 To prevent possible unauthorized, fraudulent, or unlawful use of Service, the Company may initiate Blocking all calls or Blocking calls to or from certain NPA-NXXs, cities, or individual telephone stations for any Service offered under this Service Agreement. Service will be restored as soon as it can be provided without undue risk and only after accounts have been brought current.

1.15.3 No credit for recurring monthly charges will be issued for outages less than twenty-four (24) in duration. For Customers with Service subject to a monthly recurring charge, Service interruptions of greater than twenty-four (24) duration will receive a credit equal to the number of hours of Service interruption divided by 720 hours times the monthly recurring charge for Service.

1.15.4 It will be the obligation of the Customer to notify the Company of any interruption in Service for which a credit allowance is desired. Before giving such notice, the Customer will ascertain that the interruption is not being caused by any action or omission by the Customer, and is not caused by any wiring or equipment furnished by the Customer. Credit allowances for the interruption of usage-sensitive Services will be limited to the applicable initial period charge for the call interrupted, subject to the limitation of liability provision set forth in Section 1.3.17 of this Service Agreement.

1.16 Restoration Of Service

The use and restoration of Service in emergencies shall be in accordance with the priority system specified in Part 64, Subpart D of the Rules and Regulations of the Federal Communications Commission.

1.17 Fraud Control

Only one call per Calling Card account will be processed at any given time.

1.18 Early Termination Of Term Plan

If the Customer cancels Service for any reason prior to the expiration of the term plan, an early termination penalty applies unless otherwise described in the Company's Rates and Charges for a specific Service offering or Optional Calling Plan. The amount of the early termination penalty will be the difference between the rate per minute at the time the term plan was terminated and the rate associated with the portion of term commitment met by the Customer. For example, if a Customer commits to a three year term plan but terminates after the one year anniversary date of term plan, the Customer will be billed the difference between the three year rate per minute and the one year rate per minute times the number of minutes of use since the installation of Service under the term plan. If the Customer cancels Service in less than one year from the date of installation of Service, the Customer will be billed the difference between the rate per minute at the time the term plan terminated and $.154 per minute times the number of minutes of use since the installation of Service under the term plan. The Company will backbill the Customer for the amount of the early termination penalty.

1.19 Lost or Stolen Travel Cards Or PIN

Upon knowledge of facts which would alert a reasonable person to the possibility of unauthorized use of the Customer's travel card or PIN, the Customer will alert and give notice to the Company of such facts. Upon receipt of notice, the Company will deactivate the PIN associated with the card. If requested by the Customer, a new travel card and PIN will be issued to the Customer. The Customer will be excused from liability only with respect to unauthorized calls placed after receipt of such notice by the Company.

1.20 Notices

Any notices provided by Company pursuant to this Service Agreement are deemed given and effective upon the earlier of (a) actual receipt by Customer or (b) three days after mailing if sent by mail, the day after express overnight delivery, or the day the notice is left at the Customer's premises.

1.21 ICB Arrangements

Rates for ICB arrangements will be developed on a case-by-case basis in response to a bona fide request from a Customer or prospective customer for Service. Rates quoted in response to such requests may be different from those rates specified in the Company's Rates and Charges. ICB rates will be offered to Customers in writing and will be made available to similarly situated Customers.

1.22 Customer Service

1.22.1 General

The Company's customer service personnel may be contacted in writing at Quick Connect USA, 5850 Dixie Highway, Clarkston, Michigan 48346 or via a toll free 800/888 number. Service representatives are available to assist with Customer inquiries Monday through Friday excluding nationally recognized holidays and the day before and after Christmas and New Years and the day after Thanksgiving from 9:00 AM to 5:00 PM eastern time. After hours, calls go to an answering service. If the Customer leaves a message, the Customer will be called back the next business day. If the call is an emergency, the answering service will contact the appropriate Company personnel.

1.22.2 Billing Inquiries

Billing inquiries may be referred to the Company's customer service organization as indicated in Section 1.22.1 of this Service Agreement.

1.22.3 Service Difficulties

Service difficulties may be referred to the Company's customer service organization, as indicated in Section 1.22.1 of this Service Agreement.

1.22.4 Contested Charges

The Company will not be required to consider any Customer claim for damages or statutory penalties, or adjustments, refunds, credits or cancellation of charges, unless the Customer has notified the Company, in writing, of any dispute concerning charges, or the basis of any claim for damages, within sixty (60) calendar days after an invoice is rendered or a debit is effected by the Company for the call giving rise to such dispute or claim. Any such notice must set forth sufficient facts to provide the Company with a reasonable basis upon which to evaluate the Customer's claim or demand. Such notice must be sent to the Company's customer service organization as per Section 1.22.1 of this Service Agreement.

In the case of a billing dispute regarding a specific call record, the electronic records regarding the call record in dispute received by the Company from the LEC, CLEC, CAP, or DUC shall be deemed valid and in all respects non-disputable. In case of a billing dispute regarding whether or not a specific call was busy, the SS7 signaling protocol regarding if and when an off-hook condition occurred shall be deemed valid and in all respects non-disputable.

1.23 Minimum Call Completion Rate

A Customer can expect a call completion rate (number of calls completed/number of calls attempted) of not less than 97% during peak use periods.

1.24 Release By the Company of Customer's TFS Number(s) for Porting to Other Carriers

1.24.1 A Customer may request that the Company release its TFS Number(s) so that another long distance service provider may provide toll free service to a Customer. The Company will release a Customer's TFS Number(s) only upon the following occurrences:
(A) there are no outstanding unpaid, unresolved or disputed payments or any other payments or indebtedness due and payable to the Company by the Customer or its successors or assignees relative to any communications service(s) or Services(s) provided by the Company; and
(B) there are no unsatisfied liens or claims for property against which payment for such communications service(s) or Service(s) have been guaranteed or otherwise collateralized.

1.24.2 The Company reserves the right to withhold its authorization of such transfer of such Customer's TFS Number(s) until the Customer's indebtedness is resolved to the satisfaction of the terms and conditions of this Service Agreement and any agreement(s) between the Customer and the Company.

Section III

Glossary

800/888: 800/888 refers to a telephone number associated with or to be associated with a Customer's toll free Service that is used by the calling party without charge to the calling party. The area code for a toll free number is either 800, 877, or 888 or other area code assignments as appropriate.

Access Line: An Access Line is a transmission line from either the LEC's, CLECs, the DUC's, or the Company's Point-of-Presence (POP) to the Customer's premises. An Access Line is used to process voice and limited speed data calls.

Account Code: An Account Code (also called Accounting Code) is a code consisting of two or more digits which is available to Customers to identify individual users and thereby allocate the cost of long distance Service.

Alternate Access: Alternate Access is a form of Local Access except that the provider of the Service is an entity, other than the Local Exchange Carrier, authorized or permitted to provide such Service. The charges for Alternate Access may be subject to private agreement rather than published or special tariff rates if permitted by applicable governmental rules.

ANI: ANI stands for Automatic Number Identification.

Applicant: Applicant is any entity or individual who applies for Service.

Authorized User: An Authorized User is a person, firm, corporation or other entity that either is authorized by the Customer to receive or send communications or is placed in a position by the Customer, either through acts or omissions, to send or receive communications.

ATU: ATU stands for average total usage.

Blocking: Blocking is a temporary condition that may be initiated by the Company or the DUC so that the Customer cannot complete a telephone call.

Business Customer: A Business Customer is a Customer who subscribes to the Company's Service(s) and whose primary use of the Service is of a business nature.

CAP: CAP is an acronym for Competitive Access Provider which is any provider of Local Access Service other than the Local Exchange Carrier.

Channel or Circuit: A Channel or Circuit is a dedicated communications path between two or more points having a bandwidth or Transmission Speed specified in Company's Rates and Charges and selected by a Customer.

CLEC: CLEC stands for Competitive Local Exchange Carrier and is any carrier or Reseller offering local exchange telecommunications services other than the incumbent LEC.

Commission: Commission refers to the Federal Communications Commission.

Company: Company refers to Quick Connect USA.

Credit Card: Credit Card refers to Visa7 or MasterCard7 or other Credit Card companies as appropriate.

Customer: A Customer is the person, firm, corporation, governmental unit or other entity which orders Service -- either for its own use, as a resale carrier, or as a non-profit manager of a sharing group --and which is responsible for the payment of charges and for compliance with the Company's Service Agreement. If an entity orders Service in more than one city or requests the assignment of multiple account numbers, each such account is a separate Customer for billing purposes. The term Customer also includes an entity that (1) remains presubscribed to Service after its account(s) are removed from Company's billing system, and subsequently continues to use Service, or (2) otherwise uses Service for which no other Customer is obligated to compensate the Company.

Dedicated Access: If a Customer's location has a direct path to the network of the DUC or the Company's switch, it is considered Dedicated Access. When Dedicated Access is required to access the Company's Services, the Customer is responsible for obtaining access. In telecommunications terminology, this is also referred to as special access.

Direct Dialed: Direct Dialed call is a call placed by the caller without operator assistance.

DUC: DUC is an acronym for Designated Underlying Carrier.

End User: End User is the person or legal entity which uses Service provided by the Company.

Extended Area: The Extended Area refers to Puerto Rico and United States Virgin Islands.

Exemption Certificate: An Exemption Certification is a written notification wherein the Customer certifies that its dedicated facility should be exempted from the monthly special access surcharge because, for example, the facility is associated with a Switched Access Service that is subject to carrier common line charges.

F.C.C.: F.C.C. stands for Federal Communications Commission or any succeeding agency.

Feature Groups: Feature Groups are switching arrangements available from LEC or CLEC central offices to long distance carriers for accessing the LEC or CLEC end-user who wish to make toll calls.

Feature Group B: Feature Group B provides a high quality trunk line connection from end central office to the DUC's facilities. The Customer can originate a call from anywhere within the LATA.

Feature Group D: Feature Group D is the class of service associated with equal access arrangements. All IXCs enjoy identical connections to the local exchange carrier. All Customers dial the same number of digits and can reach the predetermined IXC of their choice by dialing 1 plus the telephone number being called.

International: International includes calls to/from Mexico and Canada and all other foreign locations/areas.

ICB: ICB stands for Individual Case Basis. Installation: Installation means the connection of a Circuit, Dedicated Access line, or port, for new, changed or additional Service.

IXC: IXC stands for Interexchange Carrier. Joint User: A Joint User is a corporation, association, partnership, or individual that is permitted to use a Customer's Service by mutual agreement between the Customer and the Joint User in accordance with the terms and conditions of the Company's Service Agreement.

LEC: LEC stands for Local Exchange Carrier.

Local Access: Local Access is the Service between a Customer's Premises and the designated POP selected by the Company.

Local Access Provider: Local Access Provider is the entity providing Local Access.

MDU: MDU stands for Monthly Domestic Usage and is the monthly domestic minutes of use obtained from the Customer's most recent long distance telephone bill. For Customers with multiple lines, the minutes of use for all ANIs or trunk groups are totaled to determine the MDU. For Customers with multiple locations, the minutes of use for all locations will be included in the calculation to determine the MDU. If the Customer's traffic volume varies significantly from month-to-month, the Customer may determine MDU by averaging several month's bills. The Company reserves the right to obtain a copy of the long distance telephone bill(s) used in calculating MDU.

NPA: NPA literally stands for Numbering Plan Area but is more commonly referred to as an area code.

NXX: NXX is the first three digits of the Customer's telephone number. N is a number between 2 and 9. X is a number between 0 and 9.

PABX: PABX stands for Private Automatic Branch Exchange which is a switch inside a private business as against one serving the public. A PABX does not require the assistance of an operator to complete an outgoing call.

PBX: PBX stands for Private Branch Exchange.

PIC: PIC stands for Primary Interchange Carrier.

PICC: PICC stands for Preferred Interexchange Carrier Charge which is a monthly per line charge assessed by the LEC or CLEC for each Customer line presubscribed to the Company for the provision of interstate Service.

PIN: PIN is an acronym for Personal Identification Number which is a unique number assigned to each travel card or calling card for the purpose of accessing Service.

POP: POP is an acronym for Point-of-Presence and is the central office of the DUC where the LEC or CLEC hands off the traffic of the Company's Customers or where the T-1 Digital Facility interconnects with the long distance network.

Residential Customer: A Residential Customer is a Customer who subscribes to a Service for other than a business, trade, professional, occupational or governmental purpose. A Residential Customer is a Customer who subscribes to the Company's Service(s) in a non-business, trade, or professional name, or who elects a residential rate, or who obtains Service by request to the LEC and our first notice comes a LEC equal access PIC report with a designation that the Customer's line is residential.

Reseller: Reseller denotes a Customer which resells Service(s).

Resp Org: Resp Org stands for responsible organization which is the organization responsible for obtaining 800/888 numbers from the service management system and building and maintaining customer records.

Restore: Restore means to make Service operative following an interruption by repair, reassignment, re-routing, substitution of component parts, or otherwise, as determined by the Company, DUC, CLEC or LEC.

Route Diversity: Route Diversity is providing two Channels which are furnished partially or entirely over two physically separate routes.

Service: Service consists of any telecommunications Service provided by the Company.

SMS/800: SMS/800 is short for Service Management System/800 which is the main operations support system used to create and update toll free records that are then downloaded to the SMS/SCPs for processing toll free service calls. This system is used by Resp Orgs to manage and administer SMS/800 records.

SMS/SCP: SMS/SCP stands for Service Management System/Service Control Point which is the real time data base system in the exchange carrier's network that contains routing instructions down loaded from the SMS/800.

Switched Access: If the Customer's location has a transmission line that is switched through the LEC or CLEC to reach the long distance network and the Customer is billed exchange access by the LEC or CLEC for origination, the access is switched.

Switched Services(s): Switched Services(s) are any Services that utilize the switched network.

T-1 Digital Facility: T-1 Digital Facility is a digital link between two points. This link typically transmits at speeds of 1.544 megabits per second. In most cases, this Service allows twenty-four Dedicated Access lines between any two points.

Underlying Carrier: Underlying Carrier refers to the interexchange carrier or local exchange carrier that provides the Services the Company resells.

V&H: V&H stands for Vertical and Horizontal.

U.S. Mainland: The U.S. Mainland refers to the contiguous forty-eight (48) states and the District of Columbia.